United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
- ----- Exchange Act of 1934
For the Quarterly Period Ended March 31, 1997
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities
- ----- Exchange Act of 1934
For the Transition period from ______ to ______
Commission File Number: 0-10222
QUALIFIED PROPERTIES 80, L.P.
---------------------------------
Exact Name of Registrant as Specified in its Charter
Virginia 13-3046808
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State or Other Jurisdiction I.R.S. Employer Identification No.
of Incorporation or Organization
3 World Financial Center, 29th Floor,
New York, NY Attn.: Andre Anderson 10285
- ------------------------------------- --------
Address of Principal Executive Offices Zip Code
(212) 526-3237
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Registrant's Telephone Number, Including Area Code
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No -----
Consolidated Balance Sheets At March 31, At December 31,
1997 1996
Assets
Real estate, at cost:
Land $ 1,348,365 $ 1,348,365
Buildings and improvements 10,562,735 10,908,774
11,911,100 12,257,139
Less accumulated depreciation (6,127,485) (6,341,461)
5,783,615 5,915,678
Real estate assets held for disposition 8,335,010 8,335,010
Cash and cash equivalents 389,013 383,531
Restricted cash 14,010 187,237
Prepaid expenses, net of accumulated
amortization of $227,958 in 1997
and $279,881 in 1996 467,938 500,469
Rent and other receivables 7,615 1,877
Deferred rent receivable 429,479 435,608
Total Assets $15,426,680 $15,759,410
Liabilities and Partners' Capital (Deficit)
Liabilities:
Accounts payable and accrued expenses $ 152,971 $ 265,809
Prepaid rent -- 15,212
Due to affiliates 4,796 9,211
Security deposits payable 68,288 68,288
Distribution payable 209,118 339,817
Mortgage note payable 3,997,683 4,018,893
Total Liabilities 4,432,856 4,717,230
Minority interest 18,914 20,383
Partners' Capital (Deficit):
General Partners (136,399) (134,356)
Limited Partners (51,234 units outstanding) 11,111,309 11,156,153
Total Partners' Capital 10,974,910 11,021,797
Total Liabilities and Partners' Capital $15,426,680 $15,759,410
Consolidated Statement of Partners' Capital (Deficit)
For the three months ended March 31, 1997
General Limited
Partners Partners Total
Balance at December 31, 1996 $(134,356) $11,156,153 $11,021,797
Net income 2,139 160,092 162,231
Distributions (4,182) (204,936) (209,118)
Balance at March 31, 1997 $(136,399) $11,111,309 $10,974,910
Consolidated Statements of Operations
For the three months ended March 31, 1997 1996
Income
Rental $759,357 $845,037
Other 85,083 72,017
Interest 2,694 10,232
Total income 847,134 927,286
Expenses
Property operating 379,902 441,410
Depreciation and amortization 142,453 314,921
Interest 105,311 107,417
General and administrative 58,706 71,813
Total expenses 686,372 935,561
Income (loss) before minority interest 160,762 (8,275)
Minority interest in loss of consolidated venture 1,469 1,965
Net Income (Loss) $162,231 $(6,310)
Net Income (Loss) Allocated:
To the General Partners $ 2,139 $ (126)
To the Limited Partners 160,092 (6,184)
$162,231 $(6,310)
Per limited partnership unit
(51,234 outstanding) $3.12 $(.12)
Consolidated Statements of Cash Flows
For the three months ended March 31, 1997 1996
Cash Flows From Operating Activities:
Net income (loss) $162,231 $(6,310)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 142,453 314,921
Minority interest in loss of consolidated venture (1,469) (1,965)
Increase (decrease) in cash arising from changes in
operating assets and liabilities:
Restricted cash 173,227 9,360
Prepaid expenses 22,141 14,361
Rent and other receivables (5,738) (13,179)
Deferred rent receivable 6,129 (12,019)
Accounts payable and accrued expenses (112,838) (45,094)
Prepaid rent (15,212) 17,084
Due to affiliates (4,415) 6,813
Net cash provided by operating activities 366,509 283,972
Cash Flows From Investing Activities:
Additions to real estate -- (76,727)
Net cash used for investing activities -- (76,727)
Cash Flows From Financing Activities:
Distributions paid to partners (339,817) (820,789)
Principal payments on mortgage note payable (21,210) (19,105)
Net cash used for investing activities (361,027) (839,894)
Net increase (decrease) in cash and cash equivalents 5,482 (632,649)
Cash and cash equivalents, beginning of period 383,531 1,062,602
Cash and cash equivalents, end of period $389,013 $ 429,953
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $105,311 $ 107,417
Supplemental Disclosure of Non Cash Investing Activities:
Write-off of fully depreciated tenant improvements $346,039 $ 789,514
Notes to the Consolidated Financial Statements
The unaudited consolidated financial statements should be read in conjunction
with the Partnership's annual 1996 audited consolidated financial statements
within Form 10-K.
The unaudited consolidated financial statements include all normal and
reoccurring adjustments which are, in the opinion of management, necessary to
present a fair statement of financial position as of March 31, 1997 and the
results of operations and cash flows for the three months ended March 31, 1997
and 1996 and the statement of partners' capital (deficit) for the three months
ended March 31, 1997. Results of operations for the period are not necessarily
indicative of the results to be expected for the full year.
Certain prior year amounts have been reclassified to conform to the current
year's presentation.
No significant events have occurred subsequent to fiscal year 1996, and no
material contingencies exist which would require disclosure in this interim
report per Regulation S-X, Rule 10-01, Paragraph (a)(5).
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
The Partnership had cash and cash equivalents totaling $389,013 at March 31,
1997, compared with $383,531 at December 31, 1996. The increase is primarily
due to net cash provided by operating activities exceeding cash distributions
and mortgage principal payments. The cash and cash equivalents balance
includes funds held as a working capital reserve to fund tenant improvements
and leasing commissions, in addition to cash generated from operations. The
Partnership also had a restricted cash balance of $14,010 at March 31, 1997,
compared with $187,237 at December 31, 1996. The decrease is largely due to a
refund of $139,031 of excess cash which had been held in escrow for real estate
taxes.
The General Partners have engaged real estate brokers to assist with the
marketing of Swenson Business Park - Building A and Stevens Creek Office
Building. The General Partners anticipate that the sale of these two
properties will be completed in 1997. Accordingly, such properties have been
reclassified on the Consolidated Balance Sheet as "Real estate assets held for
disposition."
Accounts payable and accrued expenses totaled $152,971 at March 31, 1997
compared with $265,809 at December 31, 1996. The decrease is largely due to
differences in the timing of invoice payments for the respective periods.
As previously reported, occupancy at 959 Ridgeway Office Building declined to
11% at December 31, 1996, where it remains as of March 31, 1997, as three of
the property's four tenants vacated their spaces during 1996 as their leases
expired. While this vacancy has not materially affected the Partnership's
revenues, it has limited the amount of cash available for distribution since
the General Partners must maintain adequate reserves to fund the eventual
lease-up of this space. As a result, the Partnership's first quarter cash
distribution, which will be paid on or about May 19, 1997, was reduced to $4.00
per Unit. Furthermore, the General Partners anticipate that it will be
necessary to suspend distributions in the future to fund several major capital
improvements at the properties. As the properties are sold, the proceeds will
be distributed to the limited partners. To date, limited partners have
received cash distributions totaling $501.80 per original $500 Unit, including
$114 per Unit in return of capital payments.
Results of Operations
The Partnership's operations resulted in net income of $162,231 for the three
months ended March 31, 1997, compared with a net loss of $6,310 for the three
months ended March 31, 1996. The change from net loss to net income is
primarily attributable to lower depreciation and amortization, partially offset
by lower rental income.
Rental income totaled $759,357 for the three months ended March 31, 1997,
compared with $845,037 a year earlier. The decrease is mainly attributable to
lower occupancy at 959 Ridgeway Office Building and lower base rent received at
Stevens Creek Office Building. Other income totaled $85,083 for the three
months ended March 31, 1997, compared with $72,017 for the comparable period in
1996. The increase is primarily due to the receipt in 1997 of late fees paid
by two tenants. Interest income totaled $2,694 for the three months ended
March 31, 1997, compared to $10,232 a year earlier, reflecting the
Partnership's lower average cash balances in 1997.
Property operating expenses totaled $379,902 for the three months ended March
31, 1997, compared to $441,410 for the comparable 1996 period. The decrease is
largely due to lower administrative expenses at Swenson Business Park -
Building A, and lower utility expenses at Stevens Creek Office Building.
Depreciation and amortization declined from $314,921 for the three months ended
March 31, 1996 to $142,453 for the three months ended March 31, 1997 primarily
as a result of Swenson Business Park - Building A and Stevens Creek Office
Building being held for disposition and, accordingly, are no longer being
depreciated. General and administrative expenses for the three months ended
March 31, 1997 were $58,706, compared to $71,813 for the same period in 1996.
The decrease is primarily attributable to the payment in 1996 of 1995
distributions to the coventurers of Stevens Creek Boulevard Joint Venture.
During the 1997 period, certain expenses incurred by an unaffiliated third
party service provider in servicing the Partnership, which were voluntarily
absorbed by affiliates of QP80 Real Estate Services Inc. in prior periods, were
reimbursed to QP80 Real Estate Services Inc. and its affiliates.
As of March 31, 1997, lease levels at each of the Properties were as follows:
Swenson Business Park-Building A - 100%; Stevens Creek Office Building - 100%;
959 Ridgeway Office Building - 11%; and 889 Ridgelake Office Building - 100%.
Part II Other Information
Items 1-5 Not applicable.
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits -
(27) Financial Data Schedule
(b) Reports on Form 8-K - No reports on Form 8-K were filed during
the three month period covered by this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
QUALIFIED PROPERTIES 80, L.P.
BY: QP80 REAL ESTATE SERVICES, INC.
General Partner
Date: May 15, 1997 BY: /s/ Kenneth L. Zakin
Director and President
Date: May 15, 1997 BY: /s/ William Caulfield
Vice President and
Chief Financial Officer
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Mar-31-1997
<CASH> 403,023
<SECURITIES> 000
<RECEIVABLES> 7,615
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 20,246,110
<DEPRECIATION> (6,127,485)
<TOTAL-ASSETS> 15,426,680
<CURRENT-LIABILITIES> 435,173
<BONDS> 3,997,683
<COMMON> 000
000
000
<OTHER-SE> 11,111,309
<TOTAL-LIABILITY-AND-EQUITY> 15,426,680
<SALES> 759,357
<TOTAL-REVENUES> 847,134
<CGS> 000
<TOTAL-COSTS> 379,902
<OTHER-EXPENSES> 201,159
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 105,311
<INCOME-PRETAX> 162,231
<INCOME-TAX> 000
<INCOME-CONTINUING> 162,231
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 162,231
<EPS-PRIMARY> 3.12
<EPS-DILUTED> 3.12
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